Common use of Purchase, Sale and Delivery of the Offered Notes Clause in Contracts

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ], [ ], [ ], [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell hereby agrees, subject to the several Underwriters terms and conditions hereof, to sell the Firm Offered Notes the Underwriters, who, upon the terms herein set forth. On the basis of the representations, warranties, representations and agreements warranties herein contained, and upon the terms but subject to the conditions herein set forthhereinafter stated, the Underwriters agree, hereby severally and not jointly, jointly agree to purchase from the Company the aggregate principal amount of Firm the Offered Notes set forth opposite their names on Schedule in Annex A (hereto. At the “List time of issuance of the Underwriters”) attached heretoOffered Notes, the Receivables will be transferred by the Sellers, at the direction of the Company, to the Trust pursuant to the Receivables Transfer Agreement. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by each Underwriter will be delivered by the Underwriters Company to each Underwriter (which delivery shall be made through the facilities of DTC The Depository Trust Company ("DTC")) against payment of the Purchase Price therefor in Federal (purchase price therefor, equal to $260,135,498, by a same day) day federal funds by official bank check or checks or wire transfer drawn payable to the order of the Company and payment therefor Company. Settlement shall take place at the offices of [ ]Dewex Xxxxxxxxxx XXX, [ ]1301 Xxxxxx xx xxx Xxxxxxxx, [ ]Xxx Xxxx, [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City timeXxx Xxxx 00000 xx 10 a.m., on [ ]September 29, 20[ ]1999, or at such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as each of the Representative shall designate by notice to Underwriters and the Company determine (such time being herein referred to as the time and date of such closing are called the “First "Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery"). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, prepared in definitive form and in such case authorized denominations as each Underwriter may request, registered in the term “First Closing Date” shall refer name of Cede & Co., as nominee of DTC. The Company agrees to have the time and date of delivery of the Firm Offered Notes available for inspection and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased review by the Underwriters hereunder as in New York not later than 10 a.m. New York time on the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears business day prior to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Each of the Company agrees to issue and sell the Depositor hereby agree, subject to the several Underwriters terms and conditions hereof, to sell the Firm Offered Notes the Underwriters, who, upon the terms herein set forth. On the basis of the representations, warranties, representations and agreements warranties herein contained, and upon the terms but subject to the conditions herein set forthhereinafter stated, the Underwriters agree, hereby severally and not jointly, jointly agree to purchase from the Company the aggregate principal amount of Firm the Offered Notes set forth opposite their names on Schedule in Annex A (hereto. At the “List time of issuance of the Underwriters”) attached heretoOffered Notes, the Receivables will be transferred by the Sellers, at the direction of the Company and the Depositor, to the Trust pursuant to the Receivables Transfer Agreement. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by each Underwriter will be delivered by the Underwriters Company and the Depositor to each Underwriter (which delivery shall be made through the facilities of DTC The Depository Trust Company ("DTC")) against payment of the Purchase Price therefor in Federal (purchase price therefor, equal to $185,942,713, by a same day) day federal funds by official bank check or checks or wire transfer drawn payable to the order of the Company and payment therefor Company. Settlement shall take place at the offices of [ Dewex Xxxxxxxxxx XXX, 1301 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 a.m., on June [28], [ ], [ ], [ ] [ ] (2000 or at such other place time thereafter as may be agreed to by each of the Underwriters, the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or Depositor determine (such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter being herein referred to as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First "Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery"). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, prepared in definitive form and in such case authorized denominations as each Underwriter may request, registered in the term “First Closing Date” shall refer name of Cede & Co., as nominee of DTC. The Company and the Depositor agree to have the time and date of delivery of the Firm Offered Notes available for inspection and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased review by the Underwriters hereunder as in New York not later than 10 a.m. New York time on the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears business day prior to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] 97.0% of the aggregate principal amount thereof (representing a public offering price of 100%, less an underwriting discount of 3.0%) (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ]Xxxxx & Xxxxxxxxx LLP, [ ]00 Xxxxxxxxxxx Xxxxx, [ ]Xxx Xxxx, [ ] [ ] Xxx Xxxx 00000-0000 (or such other place as may be agreed to by the Company and the Representative) at [10:00] 10:00 a.m. New York City time, on [ ]July 29, 20[ ]2019, or such other time and date not later than [10:00] 10:00 a.m. New York City time, not later than seven three (3) full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g3(g) and Section 3(d4(d) hereof, the Representative may, in its their sole discretion, postpone the First Closing Date until no later than two three (23) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 9 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] $8,250,000 of Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest accruing from the First Closing Time Date to the relevant Date date of Deliverydelivery of the Optional Offered Notes). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon notice by the Representative to Representative, which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (ai) each Underwriter agrees, severally and not jointly, to purchase the such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (bii) the Company agrees to sell to such Underwriters Underwriter such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its their sole judgment, has have determined is advisable and practicable. The Company is further advised by the Representative that the Offered Notes are to be offered to the public initially at 100.0% of the aggregate principal amount thereto plus accrued interest, if any, from the date of issuance (the “Public Offering Price”) and to certain dealers selected by the Representative at the Public Offering Price less a concession not in excess of $0.50 per Offered Note. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] Xxxxx, Xxxxxxxx & Xxxxx, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will cause the global securities representing the Firm Offered Notes or the Optional Offered Notes, as the case may be, in such denominations and registered in such names as the Representative requests to be made available for checking and packaging at least twenty-four (24) hours prior to the First Closing Date or the Second Closing Date, as applicable, at the office of DTC or its designated custodian. (g) Not later than 12:00 p.m. on the third (3rd) business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agree, severally and not jointly, Depositor agrees to purchase from cause the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes Trust to be paid by the several Underwriters sell to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ], [ ], [ ], [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warrantieseach Underwriter, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase from the number Trust the respective principal amount of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A I hereto, at a purchase price (the “List of the UnderwritersPurchase Price”) attached hereto opposite the name equal to “Price $” as specified on Schedule II hereto. Delivery of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment payment for the Offered Notes shall be made at the First Closing Date (andoffices of Xxxxxx, if applicableXxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York City time) on March 20, 2019 (or at such other place and time on the Second same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date) by wire transfer ”). Delivery of one or more global notes representing the Offered Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company against delivery (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Offered Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Offered Notes does not constitute closing of a purchase and sale of the Offered Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Offered Notes by the Representative indicates completion of the closing of a purchase of the Offered Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the completion of the closing of a purchase of Offered Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Offered Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Offered Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Offered Notes through Payment in an amount representing the facilities Underwriters’ cost of DTC. financing as reasonably determined by the Representative. (c) It is understood that the Representative has been authorizedCitigroup Global Markets Inc., for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwritersindividually, may (but shall not be obligated to) make payment Payment on behalf of any Underwriter or Underwriters for any of the Offered Notes to be purchased by any such Underwriter whose funds or Underwriters. No such Payment shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter or Underwriters from any of its or their obligations under this Agreementhereunder. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] 97.0% of the aggregate principal amount thereof (representing a public offering price of 100%, less an underwriting discount of 3.0%) (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ], [ ], [ ], [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”).in (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] $15,000,000 of Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest accruing from the First Closing Time Date to the relevant Date date of Deliverydelivery of the Optional Offered Notes). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon notice by the Representative to Representative, which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (ai) each Underwriter agrees, severally and not jointly, to purchase the such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (bii) the Company agrees to sell to such Underwriters Underwriter such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue Each of the Sponsor and sell the Depositor hereby agree, subject to the several Underwriters terms and conditions hereof, to sell the Firm Offered Notes to the Underwriters, who, upon the terms herein set forth. On the basis of the representations, warranties, representations and agreements warranties herein contained, and upon the terms but subject to the conditions herein set forthhereinafter stated, the Underwriters agree, hereby severally and not jointly, jointly agree to purchase from the Company the aggregate principal amount of Firm the Offered Notes set forth opposite their respective names on Schedule in Annex A (hereto. At the “List time of issuance of the Underwriters”) attached heretoOffered Notes, the Mortgage Loans will be transferred by the Sponsor to the Depositor, and by the Depositor to the Issuing Entity pursuant to the SSA and pledged to the Indenture Trustee pursuant to the Indenture. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by each Underwriter will be delivered by the Underwriters Sponsor and the Depositor to each Underwriter (which delivery shall be made through the facilities of DTC The Depository Trust Company (“DTC”)) against payment of the Purchase Price therefor purchase price therefor, set forth in Federal (Annex A hereto, by a same day) day federal funds by official bank check or checks or wire transfer drawn payable to the order of the Company and payment therefor Sponsor. Settlement shall take place at the offices of [ ]Xxxxx Xxxxxxxxxx LLP, [ ]0000 Xxxxxx xx xxx Xxxxxxxx, [ ]Xxx Xxxx, [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) Xxx Xxxx 00000 at [10:00] a.m. New York City time10:00 a.m., on [ ]April 28, 20[ ], 2006 or at such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as each of the Representative shall designate by notice Underwriters, the Sponsor and the Depositor determine (such time being herein referred to the Company (the time and date of such closing are called as the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, prepared in definitive form and in such case authorized denominations as each Underwriter may request, registered in the term “First Closing Date” shall refer name of Cede & Co., as nominee of The Depository Trust Company. The Sponsor and the Depositor agree to have the time and date of delivery of the Firm Offered Notes available for inspection and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased review by the Underwriters hereunder as in New York not later than 10:00 a.m. New York time on the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears business day prior to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue Each Underwriter executing this Agreement on its own behalf and sell to as a Representative of the several Underwriters (the Firm Offered Notes upon "Representatives") hereby represents and warrants to the terms herein set forthDepositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agree, severally and not jointly, Depositor agrees to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of sell to the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ], [ ], [ ], [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase from the number Depositor, the respective principal balance of Optional Offered Notes that bears the same proportion to the total number each Class of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number on Schedule 1. Each Class of Firm Offered Notes is to be purchased by at the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes respective purchase price set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears 2, plus accrued interest to the total number of Firm extent set forth on such Schedule 2. The Depositor will deliver the Offered Notes to be purchased by the Representatives for the account of the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of in immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwritersfunds, at the Second office of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601, on ____ __, 20[ ] at [9:00 a.m.] (Chicago time), or at such other time and place not later than seven full business days thereafter as the Representatives and the Depositor determine, such time being herein referred to as the "Closing Date." The Offered Notes so to be delivered will be initially represented by notes registered in the name of Cede & Co., against the irrevocable release nominee of a wire transfer The Depository Trust Company ("DTC"). The interests of immediately available funds for the amount beneficial owners of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released will be represented by book entries on the Underwriters for sale to the public, the Company shall deliver or cause to records of DTC and participating members thereof. Definitive notes will be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall requestavailable only under limited circumstances.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Trust, at a purchase price of, in the aggregate case of (i) the Class A-2 Notes, 99.74155% of the principal amount thereof, (ii) the Class A-3 Notes, 99.67781% of Firm the principal amount thereof and (iii) the Class A-4 Notes, 99.63342% of the principal amount thereof, the respective principal amounts of each Class of the Offered Notes set forth opposite their the names on of the Underwriters in Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for AHFC will cause the Firm Offered Notes Trust to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor purchase price, the Offered Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer drawn to an account previously designated to the order of Representatives by the Company and payment therefor at a bank acceptable to the Representatives at the offices of [ ]Xxxxxxx XxXxxxxxx LLP, [ ]New York, [ ]New York not later than 10:00 A.M., [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ]May 18, 20[ ], 2010 or at such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies Indenture Trustee as custodian for DTC of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies Global Notes representing all of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Global Notes will be delivered (which time and date may be simultaneous with, but not earlier than, made available for checking at the First above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date, and in such case . The Company will deliver the term “First Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and certificate for the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are Certificates so to be purchaseddelivered will be in definitive form, (a) each Underwriter agrees, severally in authorized denominations and not jointly, to purchase the number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite registered in the name of such Underwriter bears the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the total number of Firm Offered Notes Closing Date. Pursuant to be purchased by Rule 15c6-1(d) under the Underwriters hereunder and (b) Exchange Act, the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached parties hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company have agreed that the Underwriters intend Closing Date will be not later than May 18, 2010, unless otherwise agreed to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicableabove. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] 97.0% of the aggregate principal amount thereof (representing a public offering price of 100%, less an underwriting discount of 3.0%) (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ]Bxxxx & Hxxxxxxxx LLP, [ ]40 Xxxxxxxxxxx Xxxxx, [ ]Xxx Xxxx, [ ] [ ] Xxx Xxxx 00000-0000 (or such other place as may be agreed to by the Company and the Representative) at [10:00] 10:00 a.m. New York City time, on [ ]February 21, 20[ ]2018, or such other time and date not later than [10:00] 10:00 a.m. New York City time, not later than seven three (3) full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g3(g) and Section 3(d4(d) hereof, the Representative may, in its their sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 9 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] $7,500,000 of Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest accruing from the First Closing Time Date to the relevant Date date of Deliverydelivery of the Optional Offered Notes). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon notice by the Representative to Representative, which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (ai) each Underwriter agrees, severally and not jointly, to purchase the such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (bii) the Company agrees to sell to such Underwriters Underwriter such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its their sole judgment, has have determined is advisable and practicable. The Company is further advised by the Representative that the Offered Notes are to be offered to the public initially at 100.0% of the aggregate principal amount thereto plus accrued interest, if any, from the date of issuance (the “Public Offering Price”) and to certain dealers selected by the Representative at the Public Offering Price less a concession not in excess of $0.50 per Offered Note. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] Kxxxx, Bxxxxxxx & Wxxxx, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will cause the global securities representing the Firm Offered Notes or the Optional Offered Notes, as the case may be, in such denominations and registered in such names as the Representative requests to be made available for checking and packaging at least twenty-four hours prior to the First Closing Date or the Second Closing Date, as applicable, at the office of DTC or its designated custodian. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue Each of the Sponsor and sell the Depositor hereby agree, subject to the several Underwriters terms and conditions hereof, to sell the Firm Offered Notes to the Underwriter, who, upon the terms herein set forth. On the basis of the representations, warranties, representations and agreements warranties herein contained, and upon the terms but subject to the conditions herein set forthhereinafter stated, the Underwriters agree, severally and not jointly, hereby agrees to purchase from the Company the aggregate principal amount of Firm Offered the Class A and Class M Notes (other than the Class X, Class M-8, Class M-9 and Class M-10 Notes) (the “Underwritten Notes”) set forth opposite their names on Schedule its name in Annex A (hereto. At the “List time of issuance of the Underwriters”) attached heretoNotes, the Mortgage Loans will be transferred by the Sponsor to the Depositor, and by the Depositor to the Issuing Entity pursuant to the SSA and pledged to the Indenture Trustee pursuant to the Indenture. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Underwritten Notes to be purchased by the Underwriters Underwriter will be delivered by the Sponsor and the Depositor to the Underwriter (which delivery shall be made through the facilities of DTC The Depository Trust Company (“DTC”)) against payment of the Purchase Price therefor purchase price therefor, set forth in Federal (Annex A hereto, by a same day) day federal funds by official bank check or checks or wire transfer drawn payable to the order of the Company and payment therefor Sponsor. Settlement shall take place at the offices of [ ]Xxxxx Xxxxxxxxxx LLP, [ ]0000 Xxxxxx xx xxx Xxxxxxxx, [ ]Xxx Xxxx, [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) Xxx Xxxx 00000 at [10:00] a.m. New York City time10:00 a.m., on [ ]June 8, 20[ ], 2006 or at such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice Underwriter, the Sponsor and the Depositor determine (such time being herein referred to the Company (the time and date of such closing are called as the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Underwritten Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, prepared in definitive form and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder authorized denominations as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite Underwriter may request, registered in the name of such Cede & Co., as nominee of The Depository Trust Company. The Sponsor and the Depositor agree to have the Underwritten Notes available for inspection and review by the Underwriter bears in New York not later than 10:00 a.m. New York time on the business day prior to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] 96.5% of the aggregate principal amount thereof (representing a public offering price of 100%, less an underwriting discount of 3.5%) (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ]Xxxxxx Xxxxxxxx LLP, [ ]The New York Times Building, [ ]37th Floor, [ ] [ ] 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by the Company and the Representative) at [10:00] 10:00 a.m. New York City time, on [ ]April 22, 20[ ]2016, or such other time and date not later than [10:00] 10:00 a.m. New York City time, not later than seven five full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its their sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] $5,250,000 of Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon notice by the Representative to Representative, which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (ai) each Underwriter agrees, severally and not jointly, to purchase the such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder and (bii) the Company agrees to sell to such Underwriters Underwriter such number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number of Firm Offered Notes to be purchased by the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its their sole judgment, has have determined is advisable and practicable. The Company is further advised by you that the Offered Notes are to be offered to the public initially at 100.0% of the aggregate principal amount thereto plus accrued interest, if any, from the date of issuance (the “Public Offering Price”) and to certain dealers selected by the Representative at the Public Offering Price less a concession not in excess of $0.50 per Offered Note. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] Xxxxx, Xxxxxxxx & Xxxxx, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will cause the global securities representing the Firm Offered Notes or the Optional Offered Notes, as the case may be, in such denominations and registered in such names as the Representative requests to be made available for checking and packaging at least twenty-four hours prior to the First Closing Date or the Second Closing Date, as applicable, at the office of DTC or its designated custodian. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue Each Underwriter executing this Agreement on its own behalf and sell to as a Representative of the several Underwriters (the Firm Offered Notes upon “Representatives”) hereby represents and warrants to the terms herein set forthDepositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agree, severally and not jointly, Depositor agrees to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of sell to the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ], [ ], [ ], [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase from the number Depositor, the respective principal balance of Optional Offered Notes that bears the same proportion to the total number each class of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number on Schedule 1. Each class of Firm Offered Notes is to be purchased by at the Underwriters hereunder and (b) the Company agrees to sell to such Underwriters such number of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes respective purchase price set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears 2, plus accrued interest to the total number of Firm extent set forth on such Schedule 2. The Depositor will deliver the Offered Notes to be purchased by the Representatives for the account of the Underwriters hereunder. The Representative may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of in immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Notes that the Representative and the Underwriters have agreed to purchase to an account or accounts at DTC as designated by the Representative for the accounts of the Representative and the several Underwritersfunds, at the Second office of Kxxxxxxx & Exxxx LLP, 200 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601, on , 20___ at 10:00 a.m. (Chicago time), or at such other time and place not later than seven full business days thereafter as the Representatives and the Depositor determine, such time being herein referred to as the “[Initial] Closing Date.” The Offered Notes so to be delivered will be initially represented by global notes registered in the name of Cede & Co., against the irrevocable release nominee of a wire transfer The Depository Trust Company (“DTC”). The interests of immediately available funds for the amount beneficial owners of the purchase price therefor. (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released will be represented by book entries on the Underwriters for sale to the public, the Company shall deliver or cause to records of DTC and participating members thereof. Definitive notes will be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall requestavailable only under limited circumstances.

Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] 96.5% of the aggregate principal amount thereof (representing a public offering price of 100%, less an underwriting discount of 3.5%) (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ]Pxxxxx Xxxxxxxx LLP, [ ]The New York Times Building, [ ]37th Floor, [ ] [ ] 600 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by the Company and the RepresentativeRepresentatives) at [10:00] 10:00 a.m. New York City time, on [ ]September 23, 20[ ]2015, or such other time and date not later than [10:00] 10:00 a.m. New York City time, not later than seven full business days thereafter as the Representative Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative Representatives copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative Representatives may, in its their sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativeRepresentatives. The Company hereby acknowledges that circumstances under which the Representative Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount of [ ] $1,230,000 Optional Offered Notes from the Company at the Purchase Price (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Offered Notes. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon notice by the Representative Representatives to which notice may be given at any time within thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Offered Notes as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Offered Notes are to be registered, and (iii) the time, date, and place at which the Optional Offered Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date, and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Offered Notes and the Optional Offered Notes). Such time and date of delivery of the Optional Offered Notes, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. The First Closing Date and the Second Closing Date are each a “Closing Date” as referenced herein. If any Optional Offered Notes are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Offered Notes Notes, provided that no Optional Offered Note shall be issued in a denomination of less than $25, that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder as the number of Firm Offered Notes set forth on Schedule A (the “List of the Underwriters”) attached hereto opposite the name of such Underwriter bears to the total number aggregate amount of Firm Offered Notes to be purchased by the Underwriters hereunder and (b) the Company agrees agrees, severally and not jointly, to sell to such Underwriters such number the aggregate amount of Optional Offered Notes that bears the same proportion to the total number of Optional Offered Notes to be purchased by the Underwriters hereunder sold as the number of Firm Optional Offered Notes to be sold by the Company as set forth on Schedule A (in the paragraph “List Introductory” of the Underwriters”) attached hereto opposite the name of such Underwriter this Agreement bears to the total number of Firm Optional Offered Notes to Notes, provided that no Optional Offered Note shall be purchased by the Underwriters hereunderissued in a denomination of less than $25. The Representative Representatives may cancel the option or exercise thereof at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representative Representatives hereby advises advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Offered Notes as soon after this Agreement has been executed as the RepresentativeRepresentatives, in its their sole judgment, has have determined is advisable and practicable. The Company is further advised by you that the Offered Notes are to be offered to the public initially at 100% of the aggregate principal amount thereto plus accrued interest, if any, from the date of issuance (the “Public Offering Price”) and to certain dealers selected by the Representatives at the Public Offering Price less a concession not in excess of 2.0% of their aggregate principal amount. The Company is further advised that the Underwriters may allow, and such dealers may reallow, a discount not in excess of $0.05 per Offered Note of the Public Offering Price. (e) Payment for the Offered Notes shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company against delivery of such Offered Notes through the facilities of DTC. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Notes and any Optional Offered Notes that the Underwriters have agreed to purchase. [ ] Each of JMP Securities and Ladenburg individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Notes to an account or accounts at DTC as designated by the Representative Representatives for the accounts of the Representative Representatives and the several Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or will cause the global securities representing the Offered Notes to be delivered, a credit representing the Optional Offered Notes that the Representative made available for checking and the Underwriters have agreed packaging at least twenty-four hours prior to purchase to an account or accounts at DTC as designated by the Representative for the accounts each Date of the Representative and the several Underwriters, Delivery with respect thereto at the Second Closing Date, against the irrevocable release office of a wire transfer of immediately available funds for the amount of the purchase price therefor.DTC or its designated custodian (g) Not later than 12:00 p.m. on the third business day following the date that the Offered Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative Representatives shall request.